SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark one)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2000

                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

               For the transition period from       to      .
                                             ------   ------

                           Commission File No. 0-22049

                                 S.W. LAM, INC.
                                ---------------
             (Exact name of registrant as specified in its charter)

            Nevada                                       62-1563911
 --------------------------------              --------------------------------
 (State or other jurisdiction                  (IRS Employer Identification No.)
 of incorporation or organization)

             Unit 25-32, 2nd Floor, Block B, Focal Industrial Centre
                      21 Man Lok Street, Hunghom, Hong Kong
                    ---------------------------------------
                    (Address of principal executive offices)

                                 (852) 2766 3688
               --------------------------------------------------
              (Registrant's telephone number, including area code)

              ----------------------------------------------------
              (Former name, former address and formal fiscal year,
                         if changed since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No

     As of June 30, 2000,  12,800,000  shares of Common Stock of the issuer were
outstanding.

<PAGE>


                         S.W. LAM, INC. AND SUBSIDIARIES

                                      INDEX



                                                                          Page
                                                                          Number
                                                                         -------

PART I - FINANCIAL INFORMATION

  Item 1.  Financial Statements

           Consolidated Balance Sheets - March 31, 2000 and June 30,
           2000.............................................................1

           Consolidated Statements of Operations - For the three
           months ended June 30, 1999 and June 30, 2000.....................2

           Consolidated Statements of Cash Flows - For the three months
           ended June 30, 1999 and June 30, 2000............................3

           Notes to Consolidated Financial Statements.......................4

  Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations........................................6

PART II - OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K.................................9

SIGNATURES.................................................................10

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                         S.W. LAM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                    (US$,000)
                                   (Unaudited)

                                                          March 31,    June 30,
ASSETS                                                      2000        2000
Current assets:
  Cash and cash equivalents                              $ 19,562     $ 17,996
  Accounts receivable, net                                 19,450       21,665
  Inventories                                              26,604       32,121
  Prepayments and other current assets                        391          788
                                                         ---------     --------
     Total current assets                                  66,007       72,570

Property, plant and equipment, and capital leases, net     29,158       27,219
                                                         ---------     --------
     Total assets                                         $95,165      $99,789
                                                         =========     ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term bank borrowings                             $ 28,485     $ 30,884
  Long-term bank loans, current portion                       273          206
  Capital lease obligations, current portion                1,636        1,339
  Accounts payable                                          3,668        4,564
  Accrued liabilities                                       1,240          124
  Income tax payable                                        5,177        5,382
  Due to a director                                           568        1,008
                                                         ---------     --------
     Total current liabilities                             41,047       43,507

Long-term bank loans, non-current portion                     805          792
Capital lease obligations, non-current portion                898          717
Deferred taxation                                           1,719        1,719
                                                         ---------     --------
      Total liabilities                                    44,469       46,735
                                                         ---------     --------
Minority interests                                         23,885       24,990
                                                         ---------     --------
Stockholders' Equity:
  Preferred stock                                               0            0
  Common stock                                                 13           13
  Additional paid-in capital                                  508          508
  Retained earnings                                        26,290       27,543
                                                         ---------     --------
     Total stockholders' equity                            26,811       28,064
                                                         ---------     --------
     Total liabilities and stockholders' equity           $95,165      $99,789
                                                         =========     ========

        The accompanying notes are an integral part of these consolidated
                              financial statements

                                        1
<PAGE>

                         S.W. LAM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (US$,000, except per share data)
                                   (Unaudited)

                                                     Three Months Ended June 30,
                                                     ---------------------------
                                                       1999               2000
                                                      ------             ------

Total revenues                                       $ 24,524          $ 27,211

Cost of sales and services                            (17,758)          (20,171)
                                                     ---------         ---------
        Gross profit                                    6,766             7,040

Selling, general and administrative expenses           (3,311)           (4,165)
                                                     ---------         ---------
        Operating income                                3,455             2,875
                                                     ---------         ---------
Other income (expense), net:
  Interest expenses                                      (456)             (605)
  Interest income                                         157               240
  Other income                                              6                53
                                                     ---------         ---------
        Total other income (expense), net                (293)             (312)
                                                     ---------         ---------

Income before income taxes and minority interests       3,162             2,563

Provision for income taxes                               (522)             (205)
                                                     ---------         ---------
Income before minority interests                        2,640             2,358

Minority interests                                     (1,237)           (1,105)
                                                     ---------         ---------
Net income                                            $ 1,403           $ 1,253
                                                     =========         =========
Basic income per share                                 $ 0.11            $ 0.10
                                                     =========         =========
Diluted income per share                                   NA           $  0.10
                                                     =========         =========
Weighted average shares outstanding                12,800,000        12,800,000
                                                   ===========       ===========

        The accompanying notes are an integral part of these consolidated
                              financial statements


                                        2
<PAGE>

                         S.W. LAM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (US$,000)
                                   (Unaudited)
<TABLE>

                                                              Three Months Ended June 30,
                                                              ---------------------------
                                                                1999              2000
                                                               ------            ------
<S>                                                          <C>                <C>

Cash flows from operating activities:
Net income                                                    $ 1,403           $ 1,253
Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation of property, plant and equipment               1,410             2,165
    Minority interests                                          1,237             1,105
 Increase in operating assets:
    Accounts receivable, net                                   (1,586)           (2,215)
    Inventories                                                (2,986)           (5,517)
    Prepayments and other current assets                         (601)             (397)
(Decrease) Increase in operating liabilities:
     Accounts payable                                            (410)              896
     Accrued liabilities                                          350            (1,116)
     Due to a director                                              0               440
     Taxation payable                                             537               205
                                                              ---------        ---------
     Net cash used in operating activities                       (646)           (3,181)
                                                              ---------        ---------

Cash flows from investing activities:
Additions of property, plant and equipment                     (1,865)             (226)
                                                              ---------        ---------
      Net cash used in investing activities                    (1,865)             (226)
                                                              ---------        ---------

Cash flows from financing activities:
Payment of dividends                                             (878)                0
Net increase in short-term bank borrowings                      2,811             2,399
Additions of capital lease obligations                            375                 0
Repayment of capital element of capital lease obligations        (323)             (478)
Repayment of long-term bank loans                                 (89)              (80)
                                                              ---------        ---------
       Net cash provided by financing activities                1,896             1,841
                                                              ---------        ---------

       Net decrease in cash and cash equivalents                 (615)           (1,566)

Cash and cash equivalents, as of beginning of period           16,702            19,562
                                                              ---------        ---------

Cash and cash equivalents, as of end of period                $16,087          $ 17,996
                                                              =========        =========

</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements


                                        3
<PAGE>

                         S.W. LAM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                  June 30, 2000

1.   INTERIM PRESENTATION

     The interim consolidated  financial statements are prepared pursuant to the
     requirements  for  reporting  on Form 10-Q.  These  statements  include the
     accounts of S.W. Lam, Inc. (the  "Company") and all of its wholly owned and
     majority owned subsidiary companies.  The March 31, 2000 balance sheet data
     was derived  from  audited  financial  statements  but does not include all
     disclosures  required by  generally  accepted  accounting  principles.  The
     interim   financial   statements  and  notes  thereto  should  be  read  in
     conjunction  with  the  financial  statements  and  notes  included  in the
     Company's  Form 10-K for the year ended March 31,  2000.  In the opinion of
     management,  the interim financial  statements reflect all adjustments of a
     normal  recurring  nature necessary for a fair statement of the results for
     the interim periods presented. The current period results of operations are
     not necessarily indicative of results which ultimately will be reported for
     the full year ending March 31, 2001.

2.   CURRENCY PRESENTATION AND FOREIGN CURRENCY TRANSLATION

     The translation of the financial  statements of group companies into United
     States  Dollars is  performed  for balance  sheet  accounts  using  closing
     exchange  rates in effect at the  balance  sheet date and for  revenue  and
     expense accounts using average exchange rate during each reporting  period.
     The gains or losses resulting from translation are included in shareholders
     equity separately as cumulative translation adjustments.

3.   POTENTIAL JOINT VENTURE - INTERNET TRADING PORTAL

     In June 2000,  Hang Fung Gold  Technology  Limited ("HFGTL"), a 53.2% owned
     subsidiary  of the Company,  was involved in  negotiation   to enter into a
     joint venture  agreement with a company  related to Phenomenal  Limited,  a
     minority  shareholder of HFGTL, and an independent third party to establish
     an Internet portal for trading in gold, other precious metals and jewellery
     products.  Pursuant to the  negotiation,  each of HFGTL and the two venture
     partners  would own a 33.33%  interest in the joint  venture.  In addition,
     HFGTL has agreed to provide the joint  venture a loan of  HK$7,000,000  for
     the  development  of  its  Internet   business.   The  loan  is  unsecured,
     non-interest  bearing and subordinated to other third party  liabilities of
     the joint venture.





                                        4
<PAGE>

4.   POTENTIAL ACQUISITION OF NEW EPOCH

     In June,  2000,  HFGTL  entered into an agreement  with New Epoch  Holdings
     International Limited ("NEHIL"),  an independent third party, whereby HFGTL
     agreed to acquire a 49.9% interest in New Epoch  Information  (BVI) Limited
     ("NEIBVI"),  a company engaged in the  development of Internet  portals for
     online  trading  ("the  Acquisition").  The  purchase  price  for the 49.9%
     interest in NEIBVI amounted to approximately HK$186,000,000, which would be
     satisfied  by the issue of  1,632,000,000  new shares of HFGTL at  HK$0.114
     each.  Upon  completion of the  Acquisition,  NEHIL will own  approximately
     34.1% of the issued voting  shares of HFGTL and the  Company's  interest in
     HFGTL will be reduced to approximately 35%.

     In  addition,  HFGTL has  agreed to  provide  NEIBVI a loan  facility  upon
     completion  of the  Acquisition.  The  amount of the loan  facility  is the
     higher of (i)  HK$50,000,000  and (ii) two- thirds of the amount of the net
     proceeds of equity or debt issue of HFGTL from time to time  subsequent  to
     the  Acquisition.  The loan  facility  bears  interest  at Hong Kong  prime
     lending  rate  plus  2.5%  and  will be used for  developing  the  Internet
     business of NEIBVI.

5.   EARNINGS PER SHARE

     On June 9,  2000,  HFGTL  granted  a total of  315,000,000  options  to its
     employees.  The options are exercisable at HK$0.109 per share.  The options
     will  have a  dilutive  effect on the  earnings  per share of HFGTL and the
     Company for the three months ended June 30, 2000,  assuming all options are
     exercised.

     Diluted  earnings  per share of the Company for the three months ended June
     30, 2000 was computed by dividing net income  (after  adjustment to reflect
     the Company's reduced interest in HFGTL's earnings assuming the exercise of
     the  options) for the period by the  weighted  average  number of shares of
     common  stock  outstanding  during the  period.  Revised net income for the
     three months ended June 30, 2000,  after giving  effect to the reduction in
     the Company's  interest in HFGTL assuming exercise of the options,  totaled
     $1,237,886.  Weighted average shares outstanding for the three months ended
     June 30, 2000,  after giving effect to the assumed exercise of the options,
     was unchanged at 12,800,000.



                                        5
<PAGE>

Item 2. Management's  Discussion And Analysis Of Financial Condition And Results
        Of Operations

     This  report  contains  forward-looking  statements  within the  meaning of
Section 27A of the Securities Act of 1933 and Section 21E of Securities Exchange
Act of 1934.  Statements  contained  herein which are not  historical  facts are
forward-looking  statements that involve risks and uncertainties.  All phases of
the Company's  operations  are subject to a number of  uncertainties,  risks and
other influences.  Therefore,  the actual results of the future events described
in such forward-  looking  statements in this Form 10-Q could differ  materially
from those stated in such forward- looking  statements.  Among the factors which
could  cause  the  actual  results  to  differ  materially  are  the  risks  and
uncertainties described both in this Form 10-Q and the risks,  uncertainties and
other factors set forth from time to time in the Company's other public reports,
filings and public  statements.  Many of these factors are beyond the control of
the Company,  any of which, or a combination of which,  could materially  affect
the  results  of  the  Company's  operations  and  whether  the  forward-looking
statements made by the Company ultimately prove to be accurate.

Results of Operations

     The following table sets forth,  for the periods  indicated,  certain items
from the  Consolidated  Statements  of  Operations  expressed as a percentage of
total revenues.

                                                     Three Months Ended June 30,
                                                     ---------------------------
                                                       1999              2000
                                                      ------            ------
Total revenues                                        100.0%            100.0%
Cost of sales and services                             72.4              74.1
                                                      -------           ------
Gross profit                                           27.6              25.9
Operating expenses                                     13.5              15.3
                                                      -------           ------
Income from operations                                 14.1              10.6
Other expense, net                                      1.2               1.1
                                                      -------           ------
Income before income taxes and minority interests      12.9               9.5
Income taxes                                            2.1               0.8
                                                      -------           ------
Income before minority interests                       10.8               8.7
Minority interests                                      5.0               4.1
                                                      -------           ------
Net income                                              5.8               4.6
                                                      =======           ======

Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999

     Revenues and Gross Profit.  Total revenues increased $2.7 million,  or 11%,
to $27.2 million for the three months ended June 30, 2000 from $24.5 million for
the three months ended June 30, 1999.

     The increase in sales for the period was attributable to increased  product
volumes resulting from an increase in production  capacity,  the introduction of
new products and  investments in, and  concentration  of,  marketing  efforts in
Asia.

                                        6
<PAGE>

     Geographically,  within Asia the Company's sales increased  122.1% to $19.1
million during the three months ended June 30, 2000 from $8.6 million during the
same period in the prior year.  Sales  within  Asia  accounted  for 70% of total
sales during the current period as compared to 35% during the same period in the
prior  year.  Sales  within  the  region  increased  due to  improving  economic
conditions  in Asia during the period  following an extended  period of weakness
from late 1997 to early 1999. Sales in Hong Kong increased approximately 108% to
$5.2  million for the three months ended June 30, 2000 from $2.5 million for the
same  period of the prior  year.  Sales in the PRC were up due to a  substantial
increase in marketing efforts in the PRC,  increasing  approximately  156.7%, to
$9.5  million for the three months ended June 30, 2000 from $3.7 million for the
same period in the prior year.  Sales in Asia (not  including  Hong Kong and the
PRC) during the three months ended June 30, 2000  increased  76% to $4.4 million
from $2.5  million for the same period in the prior year.  The increase in sales
in Asia,  excluding Hong Kong and the PRC, was  attributable to improving demand
accompanying renewed economic strength in the region.

     Outside of Asia (in the United  States,  Europe and the Middle  East),  the
Company  experienced a 48.8%  decrease in sales with these sales  accounting for
30% of total sales in the three months ended June 30, 2000 as compared to 65% of
total sales in the same period of the prior year.  The decrease in sales outside
of Asia was due to concentration of marketing efforts in the Asia region.  Sales
in Europe  decreased  approximately  59.1% to $2.7  million for the three months
ended  June 30,  2000 from $6.6  million in the same  period of the prior  year.
Sales in the Middle East were up during the three  months  ended June 30,  2000,
increasing  approximately  10% to $2.2  million  from $2.0  million  in the same
period of the prior year. Sales in the United States decreased approximately 52%
to $3.3 million during the three months ended June 30, 2000 from $6.9 million in
the same period of the prior year.

     Gross profits  increased by 4% to $7 million during the current period from
$6.8 million  during the same period in the prior  fiscal year.  The increase in
gross  profits  was mainly  attributable  to the  increase  in net sales.  Gross
margins  decreased to 25.9% in the current period from 27.6% in the prior fiscal
year period.  The decrease in gross profit  percentage during the current period
was primarily attributable to a combination of product mix, with increased sales
of lower margin products  arising from a concentration  of marketing  efforts in
Asia,  and  adoption  of  a  more   competitive   pricing  strategy  to  enhance
competitiveness and market expansion.  The Company believes that the decrease in
gross margins is temporary in nature.

     Operating  Expenses.  Operating  expense  totaled $4.2 million  during the
current period, an increase of 25.8% from $3.3 million during the same period in
the prior fiscal year. The increase in operating  expense during the period was
primarily  attributable  to increased  marketing  expenses  associated  with the
expanded selling efforts,  increased corporate overhead and depreciation expense
on  investment  in  machinery  and  equipment  to support the  increase in sales
volumes.

     Other Expense, Net. Other expenses,  net of other income,  increased during
the current period to $312,000 from $293,000 in the same period during the prior
year.  The  increase in net other  expense was  attributable  to an  increase in
interest  expense of  $149,000  which was  partially  offset by an  increase  in
interest income of $83,000 and an increase in  miscellaneous  income of $47,000.
The increase in interest expense is mainly  attributable to an increase in trust
receipt bank loans.

                                        7
<PAGE>

     Income  Taxes.  Income  taxes  decreased  by 60.7% to  $205,000  during the
current  period from  $522,000  during the same  period in the prior  year.  The
decrease  in income  taxes  during  the  period was  primarily  attributable  to
decreased  income and a 50:50  offshore  claim in reporting its Hong Kong profit
tax which resulted in decreased tax expense during the period under review.

     Minority Interests.  Minority interests of $1.1 million was reported during
the  current  period and $1.2  million  was  reported  during  the 1999  period.
Minority interests reflects the proportionate interests in the earnings of HFGTL
not owned by the Company.

Financial Condition, Liquidity and Capital Resources

     The Company  had a cash  balance of $18.0  million  and working  capital of
$29.1 at June 30, 2000  compared to a cash balance of $19.6  million and working
capital of $25.0 million at March 31, 2000. The increase in working  capital was
attributable  to net income  during  the  period  and normal  changes in current
assets and liabilities.

     For the  three  months  ended  June 30,  2000 net  cash  used in  operating
activities  amounted to $3.2  million as compared to net cash used in  operating
activities of $0.6 million for the corresponding  period of the prior year. This
change resulted primarily from a combination of increases in accounts receivable
and inventories associated with higher sales and more favorable credit terms and
a decrease in accrued  liabilities  which was  partially  offset by increases in
accounts payable and loans from a director. The Company's accounts receivable at
June 30, 2000 increased to $21.7 million,  or  approximately  11.4%,  from $19.5
million at March 31, 2000. Days sales outstanding in receivables increased to 68
days at June  30,  2000  compared  to 52 days at  March  31,  2000.  Inventories
increased  to $32.1  million at June 30,  2000 from  $26.6  million at March 31,
2000.

     Net cash used in investing activities totaled $0.2 million during the three
months ended June 30, 2000  compared  with $1.9 million  during the three months
ended June 30, 1999. This decrease was  attributable  to the acquisition  during
the 1999 period of machinery and equipment to support expanded operations.

     Net cash provided by financing  activities  remained steady at $1.8 million
during the three months ended June 30, 2000 compared to $1.9 million  during the
three months ended June 30, 1999.

     At June 30, 2000, the proposed acquisition (the "Acquisition") of New Epoch
Information (BVI) Limited ("NEIBVI") by HFGTL had not as yet been completed.  If
the  acquisition  of NEIBVI is completed,  HFGTL will be required to establish a
credit  facility  for  NEIBVI  in an  amount  equal to the  higher  of (1) HK$50
million,  or (2)  two-thirds of the amount of the net proceeds of equity or debt
issue by HFGTL from time to time.  Additionally,  completion of the  Acquisition
would reduce the Company's ownership interest in HFGTL to approximately 35%.

     There can be no assurance if or when the Acquisition will be completed.

     Management  believes  that  the  Company's  cash  and  working  capital  is
sufficient to meet the Company's  anticipated needs for at least the next twelve
months.

                                        8
<PAGE>

                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          27.1 Financial Data Schedule

     (b)  Reports on Form 8-K

          None


                                        9

<PAGE>

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        S.W. LAM, INC.


Dated:   August 14, 2000                By:   /s/ Lam Sai Wing
                                             ------------------------------
                                              Lam Sai Wing, President and
                                              Chief Executive Officer

Dated:   August 14, 2000                By:   /s/ Chan Yam Fai, Jane
                                             ------------------------------
                                              Chan Yam Fai, Jane
                                              Chief Financial Officer


                                       10